UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 13, 1999
Commission File Number: 0 -13628
_________________________________
TRIDON CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 13-3183646
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
136 South Palm Drive #105, Beverly Hills CA. 90212
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(310) 858-7123
<PAGE>
Item 5. Other Events.
The Company has entered into a Letter of Intent with Satellite Link
Communications, Inc. ("SLC") whereby the Company would acquire a 100% interst in
all of SLC's tele-communications related Termination Agreements, Private Line
Agreements, Minute Purchase Agreements, Time Marketing Agreements, and Sales
Agreements with all customers, including the Peoples Republic of China, Taiwan,
the Republic of the Philippines, Clarion Global Communications, others and other
assets of SLC. It is the intent of the parties that the proposed reorganization
of be effected as a tax-free exchange pursuant to Section 368(a) (1) (a) of the
Internal Revenue Code of 1986, as amended. If a contract is consummated based
upon the Letter of Intent, the Company will acquire new assets and will undergo
a change in control.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibit is filed with this report:
Letter of intent between the Company and Satellite Link Communications,
Inc., dated January 13, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIDON ENTERPRISES INCORPORATED
Registrant
Date: January 19, 1999 /s/Paul Ebeling
Paul Ebeling
CEO and Director
<PAGE>
EXHIBIT TO 8-K: LETTER OF INTENT
January 13, 1999
Satellite Link Communications, Inc.
Emilio Francisco, Esq., CEO
17771 Fitch Street
Irvine, CA 92614-6019
Re: Plan of Reorganization Between Tridon Enterprises Incorporated and Satellite
Link Communications, Inc.
Dear Mr. Francisco:
This letter is intended to express the general terms of the Plan of
Reorganization to be formalized between Tridon Enterprises Incorporated, a
Colorado corporation ("TEI") and Satellite Link Communications, Inc., a Nevada
corporation, ("SLC"). The objective of our discussions has been the execution
and consummation of applicable, formal Agreement(s) between TEI and SLC (the
"Exchange Agreements") which, among other things, would provide for the various
matters set forth below.
1. Plan of Reorganization and Reorganization of the Companies. The board of
directors of TEI and SLC have completed an initial evaluation of the business
plan, financial statements and other relevant corporate documents of the other
and have concluded that a reorganization of TEI and SLC, whereby TEI would issue
shares of its Common Stock equal to ownership of approximately 90% of its
outstanding shares in exchange for 100% interest in all of the tele-
communications related Termination Agreements, Private Line Agreements, Minute
Purchase Agreements, Time Marketing Agreements, and Sales Agreements with all
customers (the Contracts and Agreements) with the Peoples Republic of China,
Taiwan, the Republic of the Philippines, Clarion Global Communications, others
and other assets of SLC, would be in the best interest of both companies. It is
the intent of the parties hereto that the proposed reorganization of TEI and SLC
be effected as a tax-free exchange pursuant to Section 368(a) (1) (a) of the
Internal revenue Code of 1986, as amended.
2. Terms of Reorganization.
(A) TEI Capitalization. TEI's total authorized capital stock consists of
100,000,000 shares of Common Stock, $0.001 par value per share and 20,000,000
shares of 7% Cumulative Convertible Preferred Stock, $0.01 par value per share.
As of October 31, 1998 there are 47,285,734 common shares of TEI issued and
outstanding. There are 83,300 Preferred Shares issued or outstanding.
(B) Special Board and Shareholder Meetings. (i) Prior to closing, the Board of
Directors of SLC will, if required, or deemed advisable by SLC, call a special
meeting of the Board of Directors for the purpose of ratifying the transaction
proposed herein and shall take all additional action necessary to cause the
binding intent of this to be ratified.(ii) Prior to closing, the Board of
Directors of TEI shall approve and ratify the terms of the transaction proposed
herein and take all action necessary to effectuate the proposed transaction.
(C) Contract Assignments. Subject to the approval of the terms and conditions
contained herein by the TEI Board of Directors and SLC Board of Directors on or
before January 15, 1999 (the "Closing" or the "Closing Date"), SLC shall
consummate the transaction with TEI by assigning all material contracts and
agreements of the company together with the written approvals to assign said
contracts and assignments by the contracting parties and all other assets as
agreed. SLC will furnish a statement from the Secretary of State of Nevada that
the Nevada corporation has been dissolved. SLC Corporate Secretary will provide
a letter to TEI directors stating that TEI is authorized to use the name SLC
Corporation (SLCC). TEI emerges as the surviving entity.
(D) Officers and Directors. At the closing, the present officers and directors
of TEI shall deliver to SLC their respective letters of resignation, along with
certified minutes of the TEI Board of Directors accepting such resignation and
appointing to the TEI Board those persons designated by SLC to be officers and
directors of the surviving entity.
3. Financial Condition of TEI. As of the Closing Date, TEI's financial
statements shall be consistent with the contents of its financial statements
as included in the Form 10K for the fiscal year ended April 30, 1998 , and Form
10Q for the period ending October 31, 1998 as filed by TEI with the Securities
and Exchange Commission.
4. Contracts of SLC. SLC represents and warrants the contracts presented and
attached hereto as (Exhibit A) are all of the obligations, there are no material
changes as of the date of this binding letter of intent, that they are
assignable to the surviving entity and will be approved for assignment by all
relevant parties and entities no less than twenty days prior to closing for
review by TEI and that they will be assigned to TEI on closing.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction herein shall take place on or before
March 1, 1999, or such other date as the parties hereto may so agree in the
future, but as soon as practical after the following conditions, in addition to
other customary conditions, have been satisfied: (i) TEI's Board of Directors
has approved the transaction; (ii) the transfer of the relevant contracts has
been approved by SLC's Board of Directors in accordance with the laws of Nevada,
if the same is so required by operation of law in the sole opinion of legal
counsel to SLC. The closing shall take place in Los Angeles, California at the
offices Tridon Enterprises Incorporated, or such other location as the parties
may so agree. At the discretion of the parties hereto, Closing may also occur
via telephonic means.
(B) To be Provided by SLC. As soon as possible, but in no event later than five
days prior to the Closing Date, in addition to those items which may be required
to be delivered pursuant to the terms of the applicable Agreements, SLC shall
provide to the present Board of Directors of TEI the following:(i) an investment
letter in a form acceptable to TEI's counsel, duly executed by each SLC
principal, acknowledging that each such party is exchanging their respective
interest in the contracts, agreements and/or assets of SLC for their applicable
number of TEI common shares, that such shares to be acquired by each SLC
shareholder are solely for their account and for investment and they have no
plan, intention, contract, understanding, agreement or arrangement with an
person to sell assign, pledge, hypothecate or otherwise transfer to any person
such shares, or any portion thereof.
(C) Non-Delivery. Failure by SLC to provide those items described herein above
shall render this proposed transaction voidable at the discretion of the present
Board of Directors of TEI.
(D) Representations of TEI. TEI hereby represents that, as of the Closing Date,
it shall be current in all filings required to be tendered to the Securities and
Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as
amended, including but not limited to, filings on Forms 8-K, 10-K, and/or 10-Q.
6. Contingencies. The consummation of the sale is contingent upon (I)the
completion, to TEI's satisfaction, of a full due diligence investigation, and
(ii) substantiation of the number of customers, site locations, and sworn
statements representing the true picture of the status of all of the contracts
and agreements and that further that the offices, directors and agents of SLC
have not made any material misrepresentations regrading said contracts and
agreements, and (iii) the review and approval of respective counsel, (iv)
execution of a formal purchase agreement, and (v) approval of the board of
directors of both corporations, and, (vi) and the obtaining of the required
financing to complete the transaction, and (vii) The Purchase Agreement will
contain the usual representations and warranties relative to financial
statements, tax status, corporate status, and litigation both pending and
threatened.
7. Default. Assuming the execution of a definitive reorganization agreement by
TEI and SLC, in the event SLC fails to perform pursuant to Paragraph 5(B),
above, or Paragraph 8, below, or otherwise close the transaction without the
fault of TEI, SLC shall be responsible for payment of all reasonable costs
incurred by TEI, including but not limited to attorneys fees, due diligence
costs, costs related to proxy solicitation and such other costs as may be
incurred directly or indirectly relating to this proposed transaction.
8. Purchasers Due Diligence and Confidentiality. Upon the signing of this
Binding Letter of Intent, TEI and SLC will provide to each other full access to
their books and records and will furnish financial an operating data and such
other information with respect to their business and assets as may reasonably be
requested from time to time. Further, SLC shall make available to TEI's Chief
Financial Officer, Counsel, CPA or any other business expert that we choose said
data and information timely. All parties shall keep confidential any information
(unless ascertainable from public filings or published information), obtained
concerning the other's operation, assets and business.
9. Retainer of Counsel. The principals of the parties hereto will assign the SEC
counsel who is responsible for the preparation of all required SEC filings. As
a material condition hereto, upon execution hereto by SLC, SLC shall cause to be
tendered to TEI $25,000 in order to allow such its counsel to commence
preparation of all SEC filings and other related documentation necessary to
allow TEI to comply with the rules and regulations necessary to consummate the
transaction proposed herein.
10. Finders Fees. It is hereby acknowledged that each party hereto may be
responsible for payment of certain finders fees relating to the transaction
proposed herein and that as a further condition to Closing, as defined herein,
each Party shall warrant in such Closing documents that such fees have been, or
will be, paid and further, shall indemnify and hold harmless to the other party
from such obligation.
11. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute on and the same instrument.
12. Jurisdiction. It is the intention of the parties that the law of the State
of Colorado govern the determination of the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the
parties.
13. Notices. Any notice relevant herein shall be deemed to have been
sufficiently served for all purposes if delivered personally to the party to
whom the same is directed, or, if sent by deposit with the United States mail,
certified mail, return receipt requested postage prepaid, at such party's
address listed herein above, or to such other address as shall be furnished in
writing by any party to the other. Any such notice shall be deemed to given
three (3) days after deposited in the U.S. mail.
14. Further Action. Each party shall execute and deliver such papers, documents
and instruments, perform such acts as are necessary or appropriate to implement
the terms hereof and the intent of the parties hereto.
15. Amendments. This Agreement may only be amended by the mutual consent of all
the parties hereto which Amendment shall be in writing, duly executed by the
parties.
This binding letter of intent is intended as a contract to create enforceable
rights and obligations on the part of the parties. The obligations of the
parties with respect to the matters covered hereby shall exist and be reduced to
a definitive written merger and exchange agreement, satisfactory in form and
substance to both parties, and approved by their respective boards of directors
and shareholders, if necessary and executed by officers specifically authorized
to do so.
The foregoing shall constitute a binding agreement and the terms hereof shall be
incorporated into a definitive written agreement to be prepared and which shall
include such additional and customary terms as to which the parties shall agree.
Tridon Enterprises Incorporated
Yours truly,
By: /s/ Kevin Welch
Kevin Welch, Secretary
APPROVED, ACCEPTED AND EFFECTIVE AS OF January 13, 1999.
By: /s/ Emilio Francisco
Emilio Francisco, CEO
Satellite Link Communications, Inc.
